JOHNSON & JOHNSON — Director's Dealing 2013

Jan 18, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: JOHNSON & JOHNSON (JNJ)
CIK: 0000200406
Period of Report: 2013-01-16

Reporting Person: Caruso Dominic J (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-12-31	Common Stock	J	2	—	Acquired	59	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-12-31	Deferred Share Units	$	J	105	Acquired		Common Stock (105)	Direct
2013-01-16	Employee Stock Options (Right to Buy)	$72.54	A	233846	Acquired	2023-01-13	Common Stock (233846)	Direct
2013-01-16	Restricted Share Units	$	A	11602	Acquired		Common Stock (11602)	Direct
2013-01-16	Performance Share Units	$	A	29005	Acquired		Common Stock (29005)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	47910	Direct
Common Stock	225	Indirect

Footnotes

F1: Includes 52 shares held under Issuer's Dividend Reinvestment Plan.

F2: Shares held in the Johnson & Johnson Stock Fund under the Johnson & Johnson 401(k) Savings Plan as of Plan's most recent reporting date (12/31/2012).

F3: Shares held by ESOP under the Johnson & Johnson 401(k) Savings Plan as of Plan's most recent reporting date (12/31/2012).

F4: The Deferred Share Units acquired under the Issuer's Executive Income Deferral Plan are to be settled in cash upon the Reporting Person's Retirement (with each Deferred Share Unit representing the fair market value of one share of Common Stock on the settlement date). Alternatively, the cash value represented by the Deferred Share Units may be transferred by the Reporting Person into an alternative investment account under the Plan at any time.

F5: Consists of dividend equivalents accrued under the Issuer's Executive Income Deferral Plan.

F6: Awarded under Issuer's Long-Term Incentive Plan.

F7: Each Restricted Share Unit represents a contingent right to receive one share of Common Stock and vests three years after date of grant.

F8: Each Performance Share Unit converts into one share of Common Stock upon distribution in the first quarter of 2016 based on a performance factor.